How to Register a Corporation in Ohio?

Ohio Corporation

If you have an idea which you want to turn into a business then the state of Ohio provides you with just the right business climate that will support overall growth. Now, there are several types of entity structures that you can choose from, including that of a traditional corporation, also known as a C Corp. This type of entity structure has several advantages, from offering share options to electing S Corporation status. There is a process to register a corporation in Ohio, and it is governed by the state statutes. You can choose to form a domestic or a foreign entity and even register an Ohio Corporation online or offline.

What is an Ohio Corporation?

A C corporation is a type of legal structure where the owners or shareholders, will be taxed separately from the company. It is one of the most popular business structures in the USA as well as Ohio. If you are planning to form a corporation in Ohio, then it is important to note that this type of entity is required to hold at least one initial director or shareholder meeting each year and maintain the minutes of the meeting. There are several benefits of incorporating in Ohio, and one of them is that there are different forms of corporations that can be formed in this state. The most common forms are:

• Business Corporations (C-Corp)
• S-Corporation
• Foreign Corporations
• Nonprofit Corporations
• Professional Corporations
• Benefit Corporation
• Educational Corporations
• Development Corporations

What are the benefits of incorporating in Ohio?

If you are an entrepreneur and are planning to register a corporation in Ohio, this type of business structure can provide you with advantages over other common entity structures. Some of the top advantages are:

• Limited liability protection – One of the biggest benefits of incorporating in Ohio is that you can enjoy limited liability protection. This simply means that the personal and corporate liability will remain separate, and you will not be held responsible for the liabilities or debts of the company. Thus your personal assets cannot be taken, nor can you be sued.
• Deduct Fringe Benefits – Entrepreneurs choose to incorporate in Ohio as a C corporation, which makes it easier to deduct any fringe benefits, like prescription medical requirements and dental, as taxes from total business expenses. A C corporation can leverage Health Reimbursement Arrangements (HRAs), which are tax-advantaged benefits that help employers and employees save on the overall cost of healthcare.
• Perpetual Existence – One of the most talked about benefits of incorporating in Ohio is that this type of entity can live on indefinitely. Even if the owner of a corporation passes away, the said corporation will still continue to exist.

Starting an Ohio Corporation

The Ohio economy has not only been experiencing growth but is also diversifying thanks to the state’s strategic focus on multiple industries. A large number of companies in these industries include corporations, and today, the state’s Industrial Diversity is ranked #8 in the nation. If you are also planning to form a corporation in Ohio, then there are several important processes and strategies that you need to focus on, as this will ensure smoother and faster integration and operation of the business.

1. Name Ohio Corporation

If you are wondering how to form a corporation in Ohio, then one of the first steps will be towards finalizing the name of your company. There are certain aspects to consider when identifying a business name like being compliant with the 2022 Ohio Revised Code. Let’s take a look at the important steps in this process.

• The name of your company must include a word, phrase, or abbreviation like “company,” “corporation,” “incorporated,” “co.,” “corp.,” or “inc.” pursuant to OH Rev Code § 1701.05 (2022)
• Unless it is a benefit corporation, you cannot include the word “benefit” in the name as a prefix to “corporation” or “inc.”
• You must ensure the name is distinguishable from any other name in the Secretary of State database, including names of any other profit or non-profit corporation, limited liability company, or limited partnership.
• The chosen business name should not contain any word or phrase that implies or indicates that the said corporation is connected with a government agency anywhere in the United States.
• You need to conduct an Ohio business name search, also known as a name availability search, with the SOS.
• If the chosen corporate name is available, then you can file form 534b, also known as the Name Reservation / Transfer / Cancellation Application.
• You must submit this form along with a $39 fee to reserve the chosen name.

2. Appoint an Ohio registered agent

You can convert an idea into a growing business, but first, you must comply with certain processes and state regulations. In the initial stage, a business needs to be incorporated in the state and to register a corporation in Ohio, you will first need to ensure you meet all legal requirements as prescribed in the 2022 Ohio Revised Code. One such requirement is to hire and maintain a Statutory Agent in the state pursuant to OH Rev Code § 1701.07 (2022). A statutory agent is basically a registered agent, and a statutory agent can be an individual or a company.

3. File Articles of Incorporation with the Ohio Secretary of State

This is the most important step in the how to form a corporation in Ohio process. Once you have reserved a business name, you will be able to file the application for incorporation. You will be required to prepare and submit the Articles of Incorporation pursuant to OH Rev Code § 1701.04 (2022). This is also known as the Initial Articles of Incorporation for Profit Domestic Corporation and has to be filed with the Ohio Secretary of State along with a fee of $99.

Are you thinking of starting an Ohio Corporation?

4. Prepare bylaws for Ohio Corporation

One of the significant requirements of a new corporation is creating the corporate bylaws. The primary role of these bylaws is to provide a road map for operating your company. Bylaws need to be well thought out and take into account various aspects of an entity, including the number of people on your board, handling the board, shareholder meetings, and the duties of each officer. After you register an Ohio Corporation online, if any issue arises with the operational aspect of the company, then the corporate bylaws can provide clear guidance on reaching a proper solution by minimizing disagreements.

• Statement of Purpose
• Board of directors
• Officers are in charge of day-to-day business
• Voting or non-voting shareholders
• Committee, committee members, and responsibilities
• Procedure and timeline for annual meetings
• Conflicts of interest
• Procedure for amendment of the bylaws

5. Appoint initial Directors & Hold an organizational meeting

If you are wondering how to form a corporation in Ohio, then it is important to understand that this type of entity has to undergo several different processes in order to become operational. One of the important processes is appointing the initial directors, followed by holding an organizational meeting. Corporate law requires each and every corporation to elect a Board of Directors who will not only represent the entity but also make valuable decisions on behalf of the shareholders. The initial directors will be elected through an organizational meeting. The initial directors are required to serve until the shareholders of the said corporation hold their first meeting to elect their successors.

• Establish the corporate structure of the company
• Authorizing issuance of shares
• Approving business banking account
• Election of officers
• Establish a principal place of business
• Approving the corporate seal
• Presenting stocks of certificates
• Special resolutions, if any

6. Get an EIN

If you are planning to register an Ohio Corporation online then one of the key aspects to focus on will be corporate and state business tax. As a corporation, you will be required to apply for and obtain an Employer Identification Number (EIN). This is also known as the Federal Employer Identification Number (FEIN) and is assigned by the Internal Revenue Service (IRS). It is a nine-digit unique ID number that also enables corporations to open a business banking account. The EIN number may also be required when applying for a business license in Ohio or a sales tax permit.

7. Open a bank account

Once you register a corporation in Ohio, one of the first steps to take is to open a business bank account. In fact, opening a bank account will require joint approval from the initial directors or shareholders. Once the approval is done, it is important to check out the various features a checking account offers. Some business checking accounts even offer merchant solutions that enable you to carry out a POS or “Point of Sale” transaction or a digital financial exchange, also known as an e-commerce transaction. One of the primary reasons for corporations to prefer a business checking account is that it helps improve the overall credit score of the entity while keeping track of all income and expenditures.

8. Comply with other tax and regulatory requirements

Once you register an Ohio Corporation online, you will be required to comply with various annual maintenance requirements of this state. One of the important requirements is that of an annual report but the good news is that domestic corporations are not required to file any yearly report in Ohio. A domestic professional corporation, on the other hand, may be required to file a Biennial Report pursuant to OH Rev Code § 1785.06 (2022). This report has to be filed with the Ohio Secretary of State along with a fee of $25.

Know more about starting an Ohio Corporation

If you have decided to form a corporation in Ohio, you may be faced with several questions. Hence, we have created a special section to help address some of the common queries that first-time business owners have. This section deals with queries related to forming an S Corporation, startup costs, dissolution, and foreign corporations, among others.

How do I form a “C” corporation and an “S” corporation in Ohio?

You can form a C Corporation in Ohio by filing the Articles of Incorporation. Since S Corporation is a tax designation, you can opt for it after creating your C Corp in this state. In order to elect the S Corp designation, you will be required to submit a completed Form 2553 (Election by a Small Business Corporation). It is important to note that you file this form only after you have received your employer identification number (EIN).

How much does it cost to start a corporation in Ohio?

If you want to register an Ohio Corporation online, then you will be required to submit Articles of Incorporation for a domestic entity. The initial cost to incorporate is $99. If you want to expedite the process, then there will be an additional fee depending on the expedited service chosen. Like the fee for processing within 2 days is $100, while that of four (4) hours of service is $300. Apart from this initial incorporation cost, there will be other costs like reserving a corporate name, Certificate of Amendment, and application for business licenses and permits, among others.

How do I look up a corporation in Ohio?

You can register a corporation in Ohio only after you have reserved your corporate name. It is important to note that if your chosen name is not available, you will have to reserve another name. Once you identify a name in compliance with state naming guidelines, you must conduct an Ohio Corporation search, also known as a name availability search. This search looks up names of all forms of entities and indicates whether your chosen name is available or is already in use.

Do I need a business license for my Ohio Corporation?

Yes. Depending on your industry, business activity, company location, and profession, you may require a single or multiple business licenses.

Can I register with a foreign corporation in Ohio?

Yes. You must apply for foreign qualification to operate your business in this state. You will need to submit a Foreign For-Profit Corporation Application for License (Form 530A) along with a fee of $99 pursuant to OH Rev Code § 1703.03 (2022). You will also be required to attach a Certificate of Good Standing from the jurisdiction of incorporation, also known as the home state. You can opt for a Permanent License or apply for a Temporary License; the latter would be valid for a period of six months.

How do I dissolve a corporation in Ohio?

If you want to dissolve your corporation at any time, you will need to submit a Certificate of Dissolution -For-Profit, Domestic Corporation along with a $50 fee. The state has two types of dissolution processes: voluntary Dissolution and Judicial Dissolution.

Ready to Start an Ohio Corporation?

There are different types of business structures that you can choose to form, although the benefits of incorporating in Ohio far outweigh the benefits of registering for any other form of business. If you want to create a corporation in Ohio, a domestic or foreign entity, then IncParadise can assist you with the process of registering or moving your business to this state.